Common use of Merger or Consolidation of, Clause in Contracts

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be is a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have has delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have has delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller shall will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveof this Section 6.3.

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, Sellerthe Servicer. Any Person ---------------- (a) The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which the Seller may be Servicer is merged or consolidatedthe Person which acquires by conveyance or transfers the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a state or national banking association that is not subject to the Bankruptcy Code of 1978, as amended from time to time, or to any successor statute or other entity which is not subject to the bankruptcy laws of the United States of America and shall be an Eligible Servicer, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Enhancement Provider, to the extent so provided in the applicable Supplement, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable (because such successor entity is not a Connecticut capital stock savings bank corporation) to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); and (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have Servicer has delivered to the Owner Trustee and the Indenture Trustee Rating Agencies (A) an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 6.3 8.2 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating ----------- to such transaction have been complied with and (yB) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either that such supplemental agreement is legal, valid and binding. (b) the obligations or duties of the Servicer hereunder shall not be assignable nor shall any Person succeed to the obligations of the Servicer hereunder except for (i) mergers, consolidations, assumptions or transfers in accordance with the foregoing paragraph; (ii) transfers pursuant to Section 8.5 ----------- and delegations pursuant to Section 8.7; (iii) the appointment of a Successor ----------- Servicer pursuant to Section 10.2; and (iv) other sales, transfers, pledges or ------------ other mergers, assumptions or consolidations (A) stating that, in which the opinion of such counsel, all financing statements Seller and continuation statements and amendments thereto have been executed and filed that are necessary fully the Servicer determine will not be adverse to preserve and protect the interest interests of the Issuer and the Indenture TrusteeCertificateholders of any Series, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating thatwhich the Rating Agency has advised the Servicer and the Trustee in writing will not result in the reduction or withdrawal of its then-existing rating of the Certificates of any Series then outstanding, (C) for which such purchaser, transferee, pledgee or entity shall expressly assume, in the opinion of such counselan agreement supplemental hereto, no such action shall be necessary to preserve executed and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 delivered to the Rating Agencies. Notwithstanding anything herein Trustee in writing in form satisfactory to the contraryTrustee, the execution performance of every covenant and obligation of the foregoing agreement of assumption Servicer, as applicable to it hereunder, and compliance with clauses (x) shall benefit from all rights granted to the Servicer, as applicable hereunder and (yD) above for which the Enhancement Provider, if so provided in the related Supplement has given its consent, which consent shall not be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveunreasonably withheld.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversionDiscover Bank, or any Additional Seller. (a) Nothing in this Agreement shall prevent any consolidation to which the or merger of Discover Bank or any Additional Seller shall be a partywith or into any other corporation, (iii) succeeding to the business or any consolidation or merger of the any other corporation with or into Discover Bank or any such Additional Seller, or (iv) more than 50% any sale or transfer of all or substantially all of the voting stock property and assets of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document Discover Bank or any further act on such Additional Seller to any other corporation lawfully entitled to acquire the part of any of the parties to this Agreementsame; provided, however, that (i) if Discover Bank or such Additional Seller, as applicable, is not the surviving entity, such successor corporation shall be organized and existing under the laws of the United States of America or any state or the District of Columbia and shall be a banking corporation or other entity that is not subject to the bankruptcy laws of the United States of America, provided that such entity shall not be an insurance company; or (xii) the Seller Discover Bank or such Additional Seller, as applicable, shall have been advised by the Rating Agency that the rating of any Investor Certificates of any Class of any Series then outstanding would not be lowered or withdrawn as a result of such transaction; and provided, further, that, so long as Certificates are outstanding hereunder, Discover Bank or such Additional Seller, as applicable, covenants and agrees that any such consolidation, merger, sale or transfer shall be upon the condition that the due and punctual performance and observance of all the terms, covenants and conditions of this Agreement to be kept or performed by Discover Bank or such Additional Seller, as applicable, shall, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and Trustee, be assumed by the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that corporation (if other than Discover Bank or such Additional Seller, as applicable) formed by or resulting from any such consolidation or merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller which shall have delivered received the transfer of all or substantially all of the property and assets of Discover Bank, just as fully and effectually as if such successor corporation had been the original party of the first part hereto; and in the event of any such sale or transfer Discover Bank or such Additional Seller, as applicable, may be dissolved, wound up and liquidated at any time thereafter. (b) The obligations of Discover Bank or any Additional Seller hereunder shall not be assignable, nor shall any Person succeed to the Owner Trustee and obligations of Discover Bank or any Additional Seller hereunder, except in each case in accordance with the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution provisions of the foregoing agreement subsection (a). (c) Discover Bank or such Additional Seller, as applicable, shall notify the Rating Agencies on or before the date of assumption any consolidation, merger or transfer of all or substantially all of its property and compliance with clauses assets pursuant to subsection (xa) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) abovethis Section 7.02.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, Sellerthe Transferor. Any ------------------------------ (a) The Transferor shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the corporation formed by such consolidation or into which the Seller may be Transferor is merged or consolidatedthe Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and shall be a corporation, a savings and loan association, national association, a bank or other entity and, if the Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunder; and (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have Transferor has delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate officers' certificate signed by a Vice President (or any more senior officer) of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 6.3 7.02 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied with and with; and (yiii) the Seller Transferor has delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer and shall have delivered received written confirmation from each Rating Agency that such consolidation, merger, conveyance or transfer would not cause a reduction or withdrawal of the rating of any Series of Certificates then outstanding. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest obligations of the Issuer and Transferor hereunder except in each case in accordance with the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution provisions of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveparagraph.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, Sellerthe Servicer. Any Person The Servicer shall not consolidate with or ---------------------------- merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which the Seller may be Servicer is merged or consolidatedthe Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a corporation, a savings and loan association, a national association, a bank or other entity and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder (provided that this Section 8.02(i) shall not be construed to extend to mergers of subsidiaries of the Servicer into the Servicer as long as the Servicer is the surviving entity); and (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have Servicer has delivered to the Owner Trustee and the Indenture Trustee an Officerofficer's Certificate and an Opinion certificate signed by a Vice President (or more senior officer) of Counsel each the Servicer stating that such consolidation, merger, conversion, consolidation conveyance or succession and such agreement of assumption transfer comply with this Section 6.3 8.02 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied with and if an agreement supplemental hereto has been executed as contemplated by clause (yi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee above, an Opinion of Counsel either (A) stating thatthat such supplemental agreement is a legal, in the opinion of such counsel, all financing statements valid and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest standing obligation of the Issuer and Servicer enforceable against the Indenture Trustee, respectively, Servicer in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance accordance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or its terms; and (iii) abovethe Servicer has delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer and shall have received written confirmation from each Rating Agency that such consolidation, merger, conveyance or transfer would not cause a reduction or withdrawal of the rating of any Series of Certificates then outstanding.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, Sellerthe Servicer or Backup Servicer. ----------------------------------------------- (a) The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer, shall be acceptable to the Agent and the Required Lenders and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (i) into which the Seller Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, merger or consolidation to which the Seller Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the SellerServicer, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller Servicer under this AgreementAgreement and the other Transaction Documents and, will whether or not such assumption agreement is executed, shall be the successor to the Seller Servicer under this Agreement and the other Transaction Documents without the execution or filing of any document paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the -------- ------- Servicer from any obligation hereunder. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 12.2(a) to the --------------- Agent, each Rating Agency, the Collateral Agent, and the Backup Servicer. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii), (iii) and (iv) above, (x) ------------------------ ---- immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.6 shall have been breached in any material ----------- respect (for purposes hereof, such representations and warranties shall speak as of the Seller date of the consummation of such transaction) and no Facility Termination Event or Unmatured Facility Termination Event shall have occurred and be continuing, (y) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee Agent an Officer's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent------- 12.2(a), if any, provided for in this Agreement relating to such transaction have been complied with and (yz) the Seller Servicer shall have delivered to the Owner Trustee and the Indenture Trustee Agent an Opinion of Counsel either (A) stating that------- Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the security interest of the Issuer and Collateral Agent (for the Indenture Trustee, respectively, benefit of the Secured Parties) in the Transferred Receivables and the other Trust Property, Borrower Collateral and reciting the details of such filings, the filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses . (xb) and (y) above shall be conditions to the consummation of the transactions referred to in clauses Any Person (i)) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) abovewhich acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall -------- ------- be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversionDiscover Bank, or any Additional Seller. (a) Nothing in this Agreement shall prevent any consolidation to which the or merger of Discover Bank or any Additional Seller shall be a partywith or into any other corporation, (iii) succeeding to the business or any consolidation or merger of the any other corporation with or into Discover Bank or any such Additional Seller, or (iv) more than 50% any sale or transfer of all or substantially all of the voting stock property and assets of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document Discover Bank or any further act on such Additional Seller to any other corporation lawfully entitled to acquire the part of any of the parties to this Agreementsame; provided, however, that (i) if Discover Bank or such Additional Seller, as applicable, is not the surviving entity, such successor corporation shall be organized and existing under the laws of the United States of America or any state or the District of Columbia and shall be a banking corporation or other entity that is not subject to the bankruptcy laws of the United States of America, provided that such entity shall not be an insurance company; or (xii) the Seller Discover Bank or such Additional Seller, as applicable, shall have delivered been advised by the Rating Agency that the rating of any Investor Certificates of any Class of any Series then outstanding would not be lowered or withdrawn as a result of such transaction; and (b) The obligations of Discover Bank or any Additional Seller hereunder shall not be assignable, nor shall any Person succeed to the Owner Trustee and obligations of Discover Bank or any Additional Seller hereunder, except in each case in accordance with the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution provisions of the foregoing agreement subsection (a). (c) Discover Bank or such Additional Seller, as applicable, shall notify the Rating Agencies on or before the date of assumption any consolidation, merger or transfer of all or substantially all of its property and compliance with clauses assets pursuant to subsection (xa) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) abovethis Section 7.02.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, Sellerthe Servicer. Any Person The Servicer shall not consolidate with or merge ---------------------------- into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) (A) the Servicer is the surviving entity or (B) if the Servicer is not the surviving entity, the corporation formed by such consolidation or into which the Seller may be Servicer is merged or consolidatedthe Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a state or national banking association or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 6.3 8.2 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (Aiii) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto Servicer shall have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide delivered notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contraryAgency of such consolidation, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i)merger, (ii) conveyance or (iii) abovetransfer.

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, SellerSellers. Any Person (ia) into which the any Seller may be merged or consolidated, ----------- (iib) resulting which may result from any merger, conversion, merger or consolidation to which the a Seller shall be a party, party or (iiic) succeeding which may succeed to the business properties and assets of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Companyany Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the such Seller under this Agreement, will shall be the successor to the such Seller under this Agreement hereunder without the execution or filing of any document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) such Seller shall have received the -------- ------- written consent of the Borrower and the Required APA Banks prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall ----------- have been breached and (if AFS is the Servicer) no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) such Seller shall have delivered to the Owner Trustee Administrative Agent and the Indenture Trustee Rating Agencies an Officer's Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yv) the such Seller shall have delivered to the Owner Trustee and the Indenture Trustee Administrative Agent an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto relating to the sale of the Receivables from the Sellers to the Borrower have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Borrower in the Receivables and the other Trust Property, and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice For the avoidance of any mergerdoubt, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, it is understood that the execution of the foregoing agreement of assumption and compliance with clauses (xi) and through (yv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) or (iiic) above.

Merger or Consolidation of,. or Assumption of the Obligations of, SellerDepositor. Any Person (i) into which the Seller may Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Depositor shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyDepositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, will shall be the successor to the Seller Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent6.3, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filingsfilings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to interest and (z) the Rating AgenciesAgency Condition shall have been satisfied. Notwithstanding anything herein to the contrarycontrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or and (iii) above.

Merger or Consolidation of,. or Assumption of the Obligations of, SellerDepositor. Any Person (i) into which the Seller may Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Depositor shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyDepositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, will shall be the successor to the Seller Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent6.3, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust PropertyReceivables, and reciting the details of such filingsfilings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterest and (z) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained. The Seller Depositor shall provide prior written notice of any merger, conversion, consolidation, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above.6.3

Merger or Consolidation of,. or Assumption of -------------------------------------------- the Obligations of, Sellera Transferor. Any -------------------------------- (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller Person formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of such Transferor substantially as an entirety shall have be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose entity whose powers and activities are limited and, if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, in form reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent (with a copy to each Note Rating Agency) an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversionconveyance, consolidation transfer or succession sale and such supplemental agreement of assumption comply with this Section 6.3 Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity, and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied with; (ii) to the extent that any right, covenant or obligation of such Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity; and (iii) such Transferor shall have given the Note Rating Agencies notice of such consolidation, merger or transfer of assets. (b) Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to such obligations or rights of any Transferor hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (yii) for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) which such Transferor and the Seller Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall have expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee an Opinion and the applicable Collateral Agent, the performance of Counsel either (A) stating that, in the opinion every covenant and obligation of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveTransferor thereby conveyed.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be is a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller shall have has delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have has delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller shall will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveof this Section 6.3.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, SellerServicer. Any Person (i) into which the Seller may Servicer shall be merged ------------------------ or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Servicer shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyServicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Seller Servicer under this Agreement, will shall be the successor to the Seller Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Seller Servicer shall have delivered to the Depositor, -------- ------- the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with 7.3 and (y) the Seller Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Seller Servicer shall provide prior written notice of any merger, conversion, consolidation, consolidation or succession pursuant to this Section 6.3 7.3 to the Insurer and the Rating Agencies. Notwithstanding anything herein to the contrarycontrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or and (iii) above.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations ofof Seller; Certain Limitations. ------------------------------------------ (a) The Seller shall keep in full effect its existence, Seller. Any rights and franchises as a corporation incorporated under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and this Agreement. (b) The Seller shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person (i) unless such action is accomplished in accordance with the Insurance Agreement and the corporation formed by such consolidation or into which the Seller may be has merged or consolidatedthe Person which acquires by conveyance, (ii) resulting from any merger, conversion, transfer or consolidation to which lease substantially all the assets of the Seller shall be a partyas an entirety, (iii) succeeding can lawfully perform the obligations of the Seller hereunder and executes and delivers to the business Issuer, the Indenture Trustee and the Insurer an agreement in form and substance reasonably satisfactory to the Issuer, the Indenture Trustee and the Insurer, which contains an assumption by such successor entity of the Seller, due and punctual performance and observance of each covenant and condition to be performed or (iv) more than 50% of the voting stock of which is owned directly or indirectly observed by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement. The Seller shall provide prompt notice of any merger, will be consolidation or succession pursuant to this Section 5.02 to the Owner Trustee, the Indenture Trustee, the Insurer, the Servicer and the Rating Agencies. Notwithstanding the foregoing, the Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Seller under this Agreement without the execution Seller's business unless (x) immediately after giving effect to such transaction, no representation or filing of any document or any further act on the part of any warranty made pursuant to Section 2.02 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the parties to this Agreement; provideddate of the consummation of such transaction), however, that (xy) the Seller shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Servicer and the Indenture Trustee Insurer an Officer's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3 5.02 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with and (yz) the Seller shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Servicer and the Indenture Trustee Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been duly executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trust in the Receivables and the other Trust Property, Contracts and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above.